The Forbidden Woods
by Obsidian-Shield
Summary: After becoming utterly lost in what they initially thought was the Everfree Forest, three ponies find unexpected help in what quickly becomes a fight for survival. Character 'deaths' expected and minor profanity after first chapter
1. Chapter 1

There seemed to be no explanation for this strange anomaly; three ponies – one with an orange coat and a blonde tail and mane, both of which are wrapped in a long ponytail, another with a multi-colored mane and tail somewhat unkempt with a sky blue coat and wings, and the last pony with long and flowing pink tail and mane with the wings and coat in a color similar to vanilla – were tasked with a journey to Everfree Forest in hopes of finding an explanation to why the forest itself seemed to function without anypony's assistance, but somehow they were transported to an unknown part of Equestria with massive, thick trees whose canopies seem to completely obstruct the sky itself, giving the appearance that the area is forever shrouded in darkness in spite of the cracks and snaps of a campfire.

"I don't think we'll figure out how we got here," the orange-coated pony said with a slight hint of confusion, "but this place is still creepin' me out just a little."

"Yeah, and this forest looks like it's huge," the sky-blue pony exclaimed, then turned to the pony with a pink mane, "I couldn't even find your little house from anywhere, Fluttershy." Fluttershy herself was focused on a fourth pony lumbering toward the campfire, and alerted the others to its presence... but not before hiding behind one of her friends.

"So you've stumbled upon this realm as well? This will be rather vexing..." This fourth pony, all black with a cracked horn, visible fangs, (one of which is chipped) shining light blue eyes with no visible pupil, an easily visible scar across the forehead, wings that resemble an insect, a large gap at the end of its tail, and legs that somewhat resemble swiss cheese. It was obvious it participated in many conflicts, but it did not deter the two standing ponies from glaring.

"What the hay is a changeling doing all the way out here?"

"I dunno, Applejack, but he's gonna get some bad news if-"

"Belay the hostility," it interrupted while turning to a side, "I am the least of your concerns here. Somehow, you've managed to wander yourselves into a haunted forest... and I can guarantee that the spirits here are not out for a cheap thrill."

"W-what do you mean?" The changeling noticed Fluttershy hiding behind her friends and walked toward her, and crouched in an attempt to be at eye level.

"This will be the biggest nightmare you'll have to face in your entire lives. The ghosts we have to defeat here take no mercy from anyone and will be more than elated to define terror in their own words."

"H-how... how many of them are there?" Fluttershy asked, barely managing to suppress her fear. At least one of the three "visitors" was willing to accept help, despite them being wary of the changeling. "There can't be a whole lot of them... right?"

"There's only four, and they will pursue us one by one." Applejack and the sky-blue pony just watch the changeling, expecting something to happen to Fluttershy. "One mistake, however, and you risk temporary expiration."

"Wait, what did you say?" Applejack asked. None of the ponies understood the changeling's last sentence at all. "Temporary what?"

"I'll have to explain the scenario more simply. If any of these evil spirits manage to get a hold of you, it will give the appearance that you have died, but the nature of this forest prevents you from... think of it as like playing a game: if you fail to perform a certain task, you 'restart', so-to-speak, to a specific point and try again from there. The major difference here is that you are actually in that 'game,' instead of-" At this exact moment, the campfire suddenly goes out, without any presence of wind blowing at all.

"Uh, hold that thought there," Applejack said with some concern, "the fire just went out."

"Hey hey hey, wait a minute, h-how are we supposed to beat these ghosts if there's nothing to fight them with?" Before anyone replied, they started to hear faint, but constant screaming that grew louder and louder by the second.

"Better find a rock on the ground, Rainbow Dash, and fast!" That's exactly what they all did. All, perhaps, except for Fluttershy, who buried her face in her hooves. The scream continued to grow louder as Rainbow Dash caught a glimpse of where it was coming from: a ghastly, odd-looking face with no eyes and one side almost covered in blood making a mad dash towards the ponies, but the changeling managed to find a rock and hurled it at the apparition, who disappeared instantly in a puff of smoke as the scream quickly faded.

"What the heck was that?"

"Something that will return shortly!" the changeling replied to Rainbow Dash while hurrying to retrieve the thrown rock. "Keep looking!" Merely seconds have passed before the screams returned, but Applejack managed to find a broken piece of stone and threw it at the wailing ghost, again disappearing in a smoke puff.

"W-what the hay? I thought we got him already!"

"Not until it falls!" There really wasn't much time to talk as the screaming ghost kept returning to the campsite shortly after its disappearance, but after the third attack it finally fell to the ground and started to crack in various places before burning away in a small circle of flame, all while still screaming to the very end of its existence. "Now it's gone, but we still have three more to go."

"Wait a second," Applejack said to the changeling as Rainbow Dash tries to tend to Fluttershy's fear, "how'd you know how to beat... whatever that thing was without a hitch? Have you done this before?"

"Now you are willing to tolerate me? It wasn't ago that you wanted to shove a hoof in my face, remember."

"Ah hate to admit it, but we ain't got a choice right now. How'd you beat it so easy?" The changeling turned its head towards Rainbow Dash and Fluttershy, more concerned for the latter, then looked back toward Applejack.

"Putting it simply," it said, lowering its head slightly, "I have indeed done this already."

This information was rather interesting; the changeling has already endured the perils of this strange forest, yet it still remained here. Why is the changeling still here? "If you've already been to this... this place," Applejack said to the changeling, "then how come you're still here? Is this supposed to be punishment for something you did?"

"No," it replied stoically, "the 'game' has not yet been beaten. I've fought off three of the four spirits that I would believe to be inhabiting this forest, but the last one has been taunting my progress for... I'm not certain how long it has been."

"So... what, you've been trapped here all this time 'cause you couldn't beat the last ghost that's pushing you back?"

"Precisely." At that point, Applejack walked over to help Rainbow Dash calm Fluttershy, while the changeling merely turned towards them. "Such a fragile mind," it said to itself aloud while shaking its head, "already broken and not even halfway through this atrocity... I remember trembling in such fear on numerous occasions." There were now faint rattling sounds echoing through the forest that seemed to occur sporadically: sometimes it grew louder, other times it faded away. Everyone assumed it was another ghost trying to attack them, but they were completely unprepared. The next thing they heard was a loud screech, shortly followed by even louder snaps. Everypony was hoping the entity – a large, strange looking skull – ran into a tree, but there were none anywhere near this apparition. It had caught somepony within its jaws and proceeded to ensure its victim would not escape.


	2. Chapter 2

**A/N: I am an idiot for not reminding you to check back to chapter 1 because I updated it... so go do it please.**

"Applejack!" Rainbow Dash could not believe what just happened: Applejack was gone right before her eyes, Fluttershy laying on the ground in total despair from everything that was unfolding before them and even Rainbow Dash herself was beginning to tremble. Neither she nor Fluttershy could withstand the haunted woods any longer; they wanted to return to Ponyville where it was safe. The changeling, on the other hand, grabbed a piece of firewood from the long extinguished campfire and retaliated against the large skull, lunged the firewood between its hollowed eyes and then splintered the wood over the top of the skull, which crumbled into dust. Interestingly, Applejack seemed to have already vanished, and all Rainbow Dash could do now was walk to a crying Fluttershy near the firewood and attempt to help her feel better.

"She will return here eventually," the changeling announced as it followed Rainbow Dash, referring to Applejack, "something about this forest prevents anyone from leaving if any spirit catches them first."

"But, but... you just saw it!" Rainbow Dash exclaimed, not understanding what was said, "you saw what happened to Applejack with that thing!"

"We all saw it, but I've endured this enough to know what actually happens: you never truly die here; you just simply wake up, in these very woods, like it was some form of a nightmare, yet you remember everything that happened up to that specific point. You're far better off not experiencing it, especially more than once." Rainbow Dash was still unwilling to trust somepony who was clearly from the ranks of Queen Chrysalis, and the changeling was well aware of the fact, but she finally accepted that it would only make things worse if they started fighting each other now... or even a few minutes earlier.

"How many more do we have to deal with?" The changeling took a quick glance at Fluttershy laying beside the remnants of the campfire, who was only just then starting to regain her composure, and let out a quiet sigh; it was genuinely concerned for her well-being for a reason it couldn't quite understand.

"Two left. I know one of them will be crawling on the ground, so if you both hover at least a hoof above it, the crawler won't get you. The other one... wouldn't make a difference even if you were flying in a-" The changeling suddenly stopped when they started hearing strange whispers. "That's the one! Stay off the ground and it can't reach you!" Fluttershy only heard this last statement but immediately hovered above the ground, afraid of what might be lurking in the grass.

"You better not be lying to us," Rainbow Dash snarled as she flapped her wings.

"Even if I was forced to kill you," the changeling replied as it grabbed the last piece of firewood, rather annoyed by her hostility, "it wouldn't be possible to do it here." The whispering crawler was detected at the corner of the changeling's eye and received the full force of the firewood kicked into its snow white face. "Oh, you'll be back for more," the changeling chuckled as the crawling ghoul scurried away in pain, "but this time, you're mine." Not about to let the spirit escape, the changeling actually dove to a prone position in front of the firewood and kicked it to where the unfortunate spirit was crushed in between a nearby tree and the firewood itself.

"Oh my," Fluttershy gasped, unnerved by how efficient the changeling handled the situation.

"These apparitions have simple minds; the real challenge is to overcome the fear."

"Still no sign of Applejack, though," Rainbow Dash realized while both her and Fluttershy landed, "you sure she's coming back here?"

"Eventually. Since your friend hasn't reappeared by now, I'd have to guess it will be after we conquer the last revenant here."

"Isn't the last one why you're stuck here?" Fluttershy remembered.

"That's exactly why I'm still here, the reason being that it randomly appears only for a split second before it disappears on me, and it keeps doing that for a while before humiliating my failure in the absolute worst way possible." Fluttershy hesitated to ask something, but the changeling motioned for her to continue.

"How... how many times did you go through this? I mean, for the..."

"Five," the changeling sternly said, knowing that she was referring to the final specter, "and those were after the initial fear of the other three we just defeated."

"Dear Celestia," both Fluttershy and Rainbow Dash muttered in bewilderment. It was almost impossible to believe that anypony would be willing to even stand after such torment. All of a sudden, however, they began to hear sounds that closely resembled loud heartbeats.

"Shh," the changeling insisted, "I thought I heard something."

"I definitely heard it," Fluttershy confirmed, "it sounds like there's thumping coming from somewhere."

"Thumping noises in the forest?" Rainbow Dash wondered, "is somepony trying to play drums?" They all listened intently for the recurring heartbeats, but it was only when the changeling saw something in the corner of its eye that it realized something was horribly wrong. This was it; this was the final spirit that had trapped it here for as long as it could remember: a ghostly image of a mare with a long, black mane draping over her face. A chill ran down the changeling's spine as it struggled to resist the instinct to panic.

"Oh shit! Um, uh... grab something a-and throw it at whatever f-flashes in front of you!" There was no mistaking that this apparition was the primal source of the terror in this forest if the changeling was frightened by it, but there was no time for questions. They grabbed whatever they could get their hooves on, pebbles, splintered fragments of firewood and even the dirt itself as the heartbeats slowly grew faster and faster. Rainbow Dash thought she saw something in the corner of her eye and threw a twig at it, but it fell to the ground before the spirit vanished. The heartbeats continued to grow even faster as the ponies desperately looked around them for the spectral mare; the faster the heartbeats sounded, the closer the changeling was to an outright despair. It knew exactly what would happen if they couldn't conquer the mare who trapped them here in the first place, but reminding itself of the horrifying event was all it took to destroy the remnants of its sanity, and left the changeling with the sole option to cling onto the first pony it saw... which happened to be Fluttershy.

"What's going on with-" Rainbow Dash stopped herself just as the rapid heartbeats suddenly ceased, with the spectral mare nowhere in sight. Curious about who was whimpering, since it actually wasn't her friend Fluttershy, she turned to see Fluttershy actually attempting to soothe the changeling, despite she herself slipping into a state of panic. "Umm... Fluttershy? A-are you ok?" At that exact moment, the changeling finally noticed that the sounds of what seemed to be a beating heart fell silent, but before it could utter even one word, the indescribably horrifying screams echoed through the forest as the spectral white mare claims her brand new victim.


	3. Chapter 3

The horrifying screams faded in the darkness after exactly one minute. Now it was just a matter of finding out who was left before the specter returned. The changeling knew it was still 'alive' since it heard the fading screams of the ghostly mare; it needed to find out who the other pony was that remained, but at the same time was afraid to even open its eyes. Unfortunately, it was about to hear something that almost stopped its own heart.

"G-guys...? You ok over there?" The changeling winced when he heard this question; that was Rainbow Dash's voice. It almost wished it didn't hear her, but then they noticed Fluttershy's hooves dangling lifelessly off of the changeling. Rainbow Dash stifled her sobs as the changeling gently laid Fluttershy on the ground, staring dysphorically at her now blackened eyes. "Oh no...she- she can't be... she's not..."

"No," the changeling uttered in a much more dismal tone, "but I fear she has experienced something far worse... the very same terror which plagued me five times already."

"And... Applejack's ok, too?" The changeling raised its head a little, but never turned to face Rainbow Dash.

"Likely a little startled or disoriented from what happened, since she didn't get to see what caught her. They both will have to repeat the entire scenario, but they are still alive." The sounds of heartbeats echoed once more, and they wasted no time grabbing what little materials were left. Just as before, they had to wait until the ghost flashed within their sight as the heartbeats continued. This time, however, Rainbow Dash successfully struck the apparition with splintered firewood. The spectral mare let out a guttural shriek as white flames erupted into the sky like a volcano before disappearing into the darkness. Their triumph restored a large portion of their confidence and sanity as Rainbow Dash cheered in celebration, though she also wondered what lied before them.

"So... was that it? That's the last one?"

"I've never made it this far before... as far as I remember, this is supposed to be-" Before the changeling finished, a swirling oval of a soothing blue light materialized where the campfire originally stood; it was assumed to be a portal, but to where? Did it lead to Ponyville, Everfree Forest, or somewhere else entirely? It didn't matter much to Rainbow Dash, since any place would be better than this haunted forest, but since she was proven wrong about the changeling, she felt like she had to make amends and turned to see it gazing intently into the forest.

"Hey... I don't know what Fluttershy saw in you or if she was just being true to her element, but now that I look at it, I feel like I was being a total jerk to ya when we were all trapped in here."

"Your hostility was anticipated. Had we met under far less dire circumstances, your assumptions would have merit. Now go; I'm assuming there are others concerned of your well-being."

"And you're just gonna stay here?"

"Remember when I just said that your friends have to fight off these spirits again? I intend to..." The changeling paused and looked toward Fluttershy, remembering her blackened eyes, "to aid them once more, just as I've aided you."

"So we're cool then?" The changeling let out a faint smile as Rainbow Dash asked this question, knowing exactly how to respond.

"I'd say about twenty percent more than what we started with." At first, Rainbow Dash didn't quite understand, but she soon realized it was meant to make fun of her and felt annoyed. "Make that eighteen percent."

"Just get my friends back." Rainbow Dash walked into the portal at that point, trying to avoid any more embarrassment as the changeling briefly smiled just a little wider, then walked over to Fluttershy. "I was hoping you wouldn't have to witness the same terrifying events that she forced onto me..." It kneeled down to Fluttershy and brushed her smooth mane only once with its hoof. "But I will ensure your recovery... Fluttershy... just as you attempted mine; favor for a favor." The long forgotten portal finally vaporized into the darkness, and the changeling stood on its hooves again. "Treasonous as it may be to the Queen herself, this is a promise I intend to keep." It closed its eyes and waited for whatever was going to happen next, since the spectral mare had not been defeated before as far as it knew.

The next sound the changeling heard was a sudden gasp, and found itself lying on the ground. The campfire was re-lit, the firewood all arranged as it was before and even Applejack mysteriously reappeared, likely due to the strange effects of the forest. Everything had been reset, except that Rainbow Dash was nowhere to be found.

"What the hay?" Applejack exclaimed, realizing that the campfire was not a complete mess anymore, "I thought the firewood was all over the place."

"Not anymore," the changeling responded as they both roes to their hooves, "this is what I was speaking of earlier: if the haunting spirits of these woods get you first, you 'wake up' like it was a nightmare, and have to start over."

"I still don't quite get it, but... wait, where's Rainbow Dash and Fluttershy?"

"Rainbow Dash managed to escape in one piece. Fluttershy, on the other hoof..." The changeling pointed to a nearby tree where Fluttershy was curled into a ball, trembling from what happened previously. "We had to face the spirit that trapped all of us here, the very same one that had terrorized me for a long time." It repeated the entire sequence of events that led up to the defeat of the specter, including where both it and Fluttershy were in a state of panic.

"Oh man...what makes this thing so scary to y'all? Is it a really big monster that looks all messed up or something?"

"It's only looks like an image of somepony walking toward you. The real reason for the terror is exactly what it does. Do you really want to know?" Not bothering to wait for Applejack's answer, the changeling walked directly to Fluttershy and laid beside her. Applejack looked at Fluttershy, trying to understand just what the specter did to bring her to such a fragile state, and doubted that she wanted to know what happened after all, even if Fluttershy was a bit of a scaredy-pony. With Applejack's decision made, the campfire extinguished itself; they were about to play the dangerous game all over again.


	4. Chapter 4

The changeling noticed that the campfire was gone and rose to its hooves, but looked back to Fluttershy. Her petrified, trembling form was a painful reminder of what the changeling itself used to be, but this was nothing compared to the torment of having the only opportunity to mitigate the suffering being torn from it just as it was about to be enjoyed, yet somehow there remained enough of its sanity to continue on... or was it vengeance? It didn't matter now; the familiar whispers of a crawling ghost echoed into everypony's ears.

"I'll take care of Fluttershy," Applejack said to the changeling as she walked toward them. Wasting no more time, it ran straight to the campfire and grabbed a piece of firewood. Luckily, both Applejack and the changeling spotted the ghost and was disposed of very easily.

"You weren't even trying," the changeling taunted to regain confidence, "what a waste of effort!" Almost immediately, as if retaliating, much louder screams rang in their ears. The strange, screaming face raced over to Applejack only to have the changeling shove the firewood into its bloody visage as it disappeared in a puff of smoke. "AHHHHH yourself!"

"Don't get all full o' yourself, there," Applejack warned sternly, "you might know how to beat these things, but-" Applejack's warning proved to be foresight, as now there is no longer just one of these faces charging after them. "Oh dear Celestia..."

"Uh oh." The changeling had to act fast: there were now _five_ of these things coming in all different directions, so it grabbed the firewood and tossed it at the face farthest away from Applejack and Fluttershy, hoping for the best... then everything went silent. Applejack was brave enough to discover that all the faces had dropped to the floor, despite the changeling hitting only one of them, and started to dissolve before vanishing in a ring of flame for each one. "That was... intriguing."

"Don't do that again. Seriously." The changeling walked to Fluttershy once more while Applejack began to wonder why it all of a sudden, at least to her, started showing some concern; it's certainly been giving her a lot of attention lately...

"We're halfway through this nightmare now... the only thing we really have to worry about is the ghost that flickers in and out of sight."

"B-but... wasn't there another one of those... things that will come after us?" Fluttershy was finally able to speak; her shaky voice was barely coherent, a grim testament to the horrors that the spectral mare engraved into both her and the changeling's minds; the air around them began to grow colder at an unnatural pace.

"There is, but I've endured this forest for a long time. It shouldn't be much longer before we'll all be able to escape this arboreal prison." With that statement, Fluttershy's confidence raised dramatically and leaked out a faint smile, but that smile instantly faded when they all heard raspy voices from deep within the woods.

"Oh, but we beg to differ, minion of Chrysalis. Can your experience truly save those you were born to destroy? Or will you join the others that have frozen before our icy gaze?"

"Frostbite..." Frozen winds swirled around the dead campfire as a menacing, icy blue skull slowly materialized, with solid ice draping over itself like personalized headgear. "Haven't you enough amusement terrorizing us in our own kingdom?"

"Ha ha ha, we were actually in progress from a similar event when an old friend of ours informed us she had captured one in this great playground, along with a few... 'visitors'. No matter." The icy entity coughed up a cold sphere at the trio, who instinctively fled in different directions from the object just before it detonated into a frozen mist. "This conflict is between us and the minion only." 'Frostbite' flickered a twinkle in its hollowed eyes, and all of a sudden two pillars of ice encased Applejack and Fluttershy while the duel ensued. The next thing they knew, the changeling had shattered their frigid prisons they are now shivering from. The cold atmosphere the frozen spirit left behind wasn't helping anything, either.

"D-d-dear Celestia, w-what was all-l that ab-b-bout?"

"Frostbite sealed you in those things to be sure you couldn't help, but I still had to hurry to keep either of you from freezing completely solid." A glowing red oval slowly appeared in front of them, and Applejack wasted no time running through it in hopes it would lead anywhere that was warmer. Fluttershy, despite being cold herself, lumbered over to the changeling. "I'll try to explain it all when we leave, Fluttershy; we all need to recover from this." It then realized it forgot something, after Fluttershy had passed through the red oval, and walked over to the campfire site to retrieve what looked like a cracked horn – its own horn – then followed Fluttershy through the oval anomaly, assumed to be a portal. Was this the end of the nightmare that Rainbow Dash already escaped from?

When they passed through the rift, they quickly noticed that they were in another forest, alone once more, but this time it was in broad daylight and they were able to actually see the sky while the two ponies basked in the sunlight. They weren't exactly sure where they were, actually the changeling had no idea at all, so they decided to stay where they were for the time being while they recollected themselves. Fluttershy noticed that the changeling dropped its severed horn from its mouth and wondered what happened.

"I... had to improvise. At least you'll be able to recognize me from everyone else from now on."

"But... then the other changelings will tell you apart, too." It slowly nodded in agreement, remembering the heavy price of treason if Queen Chrysalis were to find out about this act of desperation.

"Yes, they will, and for that I will not return to them. It's also a very bad idea for me to – wait a second. How did you recover so quickly from the effects of the haunted woods? I specifically remember you trembling from the very same mare that broke your mind with her gruesome memories." Fluttershy lowered her head down a little and shifted a hoof nervously, unsure of the changeling's reaction if she revealed the truth. However, they both hear somepony calling out Fluttershy's name in the distance, so the changeling bolted in a random direction to hopefully avoid being spotted.

"Fluttershy! Fluttershy, where are you?" Fluttershy grabbed the changeling's horn and ran in the direction of the voices, unintentionally aiding it escape detection. Now alone, the changeling stopped running and looked toward the sky.

"Perhaps you saw my outcrop of desperation concealed within the fields of loyalty, or you were acting purely of your own will." It rubbed on the scar on its forehead, then placed a front hoof near its left shoulder. "Whatever the reason... Fluttershy... you will be remembered primarily for your last-minute attempt to rescue my sanity. Of this, I am indebted..." It slowly closed its eyes and moved its hoof closer to the heart.

"To you... and you alone."

**A/N: I snuck a famous one-liner within this chapter somewhere... can you guess where it came from?**


End file.
